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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: NOVEMBER 4, 1998
(DATE OF EARLIEST EVENT REPORTED: NOVEMBER 4, 1998)
GROUP MAINTENANCE AMERICA CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-13565 76-0535259
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 860-0100
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ITEM 5. OTHER EVENTS
On November 4, 1998, Group Maintenance America Corp. issued a press release
announcing that it had signed a definitive agreement to purchase all of the
capital stock of Trinity Contractors, Inc. A copy of such press release has
been filed as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed with this report:
99.1 Press Release issued November 4, 1998 by Group Maintenance America
Corp. with respect to the proposed acquisition of Trinity Contractors,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GROUP MAINTENANCE AMERICA CORP.
By: /s/ Randolph W. Bryant
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Randolph W. Bryant
Senior Vice President
and General Counsel
Date: November 4, 1998
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INDEX OF EXHIBITS
99.1 Press Release issued November 4, 1998 by Group Maintenance America
Corp. with respect to the proposed acquisition of Trinity
Contractors, Inc.
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EXHIBIT 99.1
GROUP MAINTENANCE AMERICA CORP. ANNOUNCES
ACQUISITION AGREEMENT WITH TRINITY CONTRACTORS, INC.;
CROSSES $1 BILLION REVENUE MARK
HOUSTON, TX, NOVEMBER 4, 1998 -- Group Maintenance America Corp. (NYSE: MAK),
announced that it has signed a definitive agreement to acquire Trinity
Contractors, Inc., a $100 million full-service mechanical and electrical
contracting firm headquartered in Grand Prairie, Texas, with additional offices
in Tyler and Paris, Texas, and Birmingham, Alabama. This transaction will bring
GroupMAC's annualized revenue run rate to over $1 billion. The purchase of
Trinity is contingent upon clearance under the Hart-Scott-Rodino Act and
approval of GroupMAC's bank syndicate. The companies anticipate closing during
the fourth quarter.
Trinity provides a broad range of engineering, construction, preventive
maintenance and other on-site mechanical and electrical services to industrial,
institutional and commercial customers throughout the southern United States.
The company specializes in providing "turnkey" solutions in complex and fast-
track projects for utility, chemical, pulp & paper, food processing,
pharmaceutical, automotive, semiconductor and other industrial customers, acting
as the prime contractor in a majority of its projects. Trinity's strong project
management and technical expertise enable its customers to achieve true "one-
stop-shopping" for their central energy plant, HVAC, process piping and
plumbing, and related mechanical and electrical needs. Of the approximate $100
million in revenues acquired, 70% comes from maintenance, repair and replacement
services ("MRR").
Bob Munson, president of Trinity, commented, "We went through a rigorous process
and talked to the leading industry consolidators and several large energy
companies before choosing to join GroupMAC. The concepts of partnering,
teamwork, quality, safety, ownership and responsibility drives our culture at
Trinity. We believe GroupMAC follows those same principles, and that is why we
are excited to join forces with them. Since our inception in 1981, Trinity has
grown by focusing on exemplary services for a variety of clients. In May of
1998, Trinity was ranked the 32/nd/ largest mechanical contracting firm in the
United States by Contractor magazine. Over the last five years, we received
four national awards for "Excellence in Construction" from Associated Builders
and Contractors. We believe that Trinity can provide great value to GroupMAC in
many areas."
The acquisition will be accounted for as a "purchase" transaction. Terms of the
transaction have not been disclosed.
J. Patrick Millinor Jr., chief executive officer of GroupMAC, stated, "The
addition of Trinity caps a remarkable year of growth and strategic positioning
for GroupMAC. Since our public offering a year ago, our annualized revenues
have more than tripled, and we have added operations in 18 new markets. This
far exceeds our publicly announced targets and our own internal expectations.
In the midst of a very turbulent stock market and a tight credit market, we
recently succeeded in nearly doubling our credit facility, and we continue to
attract the "best in class" companies in our industry. Our market leading
companies provide GroupMAC with the depth of management, engineering expertise
and other technical skills necessary to tackle some very exciting national
account and energy-related opportunities that we see on the horizon for 1999."
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Mr. Millinor continued, "One year ago, we set a goal of increasing our
percentage of higher margin MRR revenues, thereby lessening our exposure to the
more cyclical, lower margin new installation business. Our announced objective
was to achieve an MRR mix of 60% by the end of 1999. Through a very focused
acquisition effort, we will come close to reaching that goal by the end of
fiscal 1998. We likewise set a goal of acquiring some of the premier electrical
firms in this country, to allow us to deliver comprehensive mechanical and
electrical services to our customers, and to achieve greater stability and
balance within our business mix. We have had tremendous success in this area,
increasing our electrical revenues from 3% at the time of the IPO to 26% of
revenues today."
Don Luke, president and chief operating officer, added, "Trinity is the most
recent example of the very "best in class" companies that have joined GroupMAC.
This company has some of the strongest management and technical capabilities of
any industrial mechanical firm in the United States. Trinity provides an
excellent platform to penetrate the industrial markets for regional and national
accounts work, and a solid foundation to pursue complex retrofit projects in
some very energy-intensive industry sectors."
"As we look ahead to 1999, we believe GroupMAC is well positioned to capture the
unique opportunities resulting from national utility deregulation. Our
operating companies' growth prospects and backlogs are looking strong going into
1999 -- ahead of year-ago levels," stated, Mr. Luke. "We believe our determined
drive to increase the mix of higher margin, less cyclical MRR revenues will
enable us to weather any headwinds that could result from changes in the larger
economy."
Group Maintenance America Corp. is a leading provider of mechanical and
electrical services to residential and commercial/industrial customers.
Headquartered in Houston, Texas, the company has operations in 55 cities in 26
states throughout the United States.
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are
based on the company's current expectations and involve risks and uncertainties
that could cause the company's actual results to differ materially from those
set forth in the statements. Factors that could cause the company's results to
differ materially from current expectations are listed under Item 7 of the
company's Transition Report on Form 10-K for the ten-month period ended December
31, 1997.
ADDITIONAL GROUPMAC INFORMATION AND PRESS RELEASES ARE AVAILABLE ON GROUPMAC'S
WEBSITE AT HTTP://WWW.GROUPMAC.COM.
